FORM 21-101F5 INITIAL OPERATION REPORT FOR INFORMATION PROCESSOR TYPE OF FILING: ❑ INITIAL FORM ❑ AMENDMENT GENERAL INFORMATION 1. Full name of information processor: 2. Name(s) under which business is conducted, if different from item 1: 3. If this filing makes a name change on behalf of the information processor in respect of the name set out in item 1 or item 2, enter the previous name and the new name: Previous name: New name: 4. Head office Address: Telephone: Facsimile: 5. Mailing address (if different): 6. Other offices Address: Telephone: Facsimile: 7. Website address: 8. Contact employee Name and title: Telephone number: Facsimile: E-mail address:
9. Counsel Firm name: Contact name: Telephone number: Facsimile: E-mail address: 10. List of all marketplaces, dealers or other parties for which the information processor is acting or for which it proposes to act as an information processor. For each marketplace, dealer or other party, provide a description of the function(s) which the information processor performs or proposes to perform. 11. List all types of securities for which information will be collected, processed, distributed or published by the information processor. For each such marketplace, dealer or other party, provide a list of all securities for which information with respect to quotations for, or transactions in, is or is proposed to be collected, processed, distributed or published. Exhibits File all Exhibits with the Initial Form. For each Exhibit, include the name of the information processor, the date of filing of the Exhibit and the date as of which the information is accurate (if different from the date of the filing). If any Exhibit required is inapplicable, a statement to that effect shall be furnished instead of such Exhibit. If the information processor files an amendment to the information provided in i ts Initial Form, and the information relates to an Exhibit filed with the Initial Form or a subsequent amendment, the information processor must, in order to comply with sections 14.1 and 14.2 of National Instrument 21-101 provide a description of the change, the expected date of the implementation of the change, and file a complete and updated Exhibit. The information processor must provide a clean and a blacklined version showing changes from the previous filing. Exhibit A - Corporate Governance 1. Legal status: ❑ Corporation ❑ Sole Proprietorship ❑ Partnership ❑ Other (specify): 2. Except where the information processor is a sole proprietorship, indicate the date and place where the i nformation pr ocessor obt ained i ts l egal s tatus ( e.g., pl ace of i ncorporation, pl ace w here partnership agreement was filed or where information processor was formed): a) Date (DD/MM/YYYY) of formation. b) Place of formation.
c) Statute under which the information processor was organized. 3. Provide a copy of the constating documents (including corporate by-laws), shareholder agreements, partnership agreements and other similar documents, and all subsequent documents. 4. Provide the policies and procedures which promote independence of the information processor from the marketplaces, inter-dealer bond brokers and dealers that provide data. 5. Provide t he pol icies a nd pr ocedures w hich a ddress t he pot ential c onflicts of i nterest be tween t he interests of the information processor and its owners, partners, directors and officers. Exhibit B - Ownership List any person or company who owns 10 percent or more of the information processor's outstanding shares or who, either di rectly or i ndirectly, through a greement or ot herwise, in a ny ot her manner, may control o r di rect the management or policies of the information processor. Provide the full name and address of each such person and attach a copy of the agreement or, if there is none written, describe the agreement or basis through which such person exercises or may exercise such control or direction. Exhibit C - Organization 1. A list of the partners, directors, governors, and members of the board of directors and any standing committees of the board or persons performing similar functions who presently hold or have held their offices or positions during the previous year identifying those individuals with overall responsibility for the integrity and timeliness of data reported to and displayed by the system (the "System") of the information processor, indicating the following for each: 1. Name. 2. Principal business or occupation and title. 3. Dates of commencement and expiry of present term of office or position. 4. Type of business in which each is primarily engaged and current employer. 5. Type of business in which each was primarily engaged in the preceding five years, if different from that set out in item 4. 6. Whether the person is considered to be an independent director. 7. A list of the committees of the board, including their mandates. 8. A narrative or graphic description of the organizational structure of the information processor. Exhibit D - Staffing A description o f t he p ersonnel q ualifications f or e ach c ategory of pr ofessional, non-professional a nd s upervisory employee employed by the information pr ocessor. D etail whether t he pe rsonnel are e mployed b y the i nformation processor or a third party, identifying the employees responsible for monitoring the t imeliness and integrity of data reported to and displayed by the System.
Exhibit E - Affiliates For each affiliated entity of t he information processor, and for any pe rson or company with whom t he i nformation processor has a contractual or other agreement relating to the operations of the information processor, including loans or cross-guarantees, provide the following information: 1. Name and address of person or company. 2. Form of organization (e.g., association, corporation, partnership, etc.). 3. Name of location and statute citation under which organized. 4. Date of incorporation in present form. 5. Description o f n ature a nd e xtent of a ffiliation a nd/or c ontractual o r ot her a greement w ith t he information processor. 6. Description of business or functions of the affiliates. 7. If a person or company has ceased to be an affiliated entity of the information processor during the previous year or ceased to have a contractual or other agreement relating to the operation of the information processor during the previous year, provide a brief statement of the reasons for termination of the relationship. Exhibit F - Services A description i n na rrative form of e ach service or function performed by t he information pr ocessor. Include a description of a ll p rocedures ut ilized f or the c ollection, processing, d istribution, validation a nd pub lication o f information with respect to orders and trades in securities. Exhibit G – System and Operations 1. Describe the manner of operation of the System of the information processor that collects, processes, distributes and publishes information in accordance with National Instruments 21-101 and 23-101. This description should include the following: 1. The means of access to the System. 2. Procedures governing entry and d isplay o f quotations and orders in the System including da ta validation processes. 3. A de scription of any measures us ed t o ve rify the timeliness a nd a ccuracy o f i nformation received a nd disseminated by the system, including the processes to resolve data integrity issues identified. 4. The hours of operation of the System. 5. Description of the training provided to users of the System and any materials provided to the users. 2. Include a list of all computer hardware utilized by the information processor to perform the services or functions listed in Exhibit F, indicating: 1. Manufacturer, and manufacturer's equipment and identification number.
2. Whether purchased or leased (if leased, duration of lease and any provisions for purchase or renewal). 3. Where such equipment (exclusive of terminals and other access devices) is physically located. 3. Provide a description of the measures or procedures implemented by the information processor to provide for the s ecurity of any s ystem e mployed t o perform t he f unctions of an i nformation processor. This s hould include a general description of any p hysical and operational s afeguards designed t o p revent unauthorized access to the system. 4. Provide a description of all backup systems which are designed to prevent interruptions in the performance of any information providing functions as a result of technical malfunctions or otherwise in the system itself, in any permitted input or output system connection or as a result of any independent source. 5. Describe the business continuity and disaster recovery plans of the information processor, and provide any relevant documentation. 6. List each type of interruption which has lasted for more than two minutes and has occurred within the six (6) months preceding the date of the filing, including the date of each interruption, the cause and duration. Provide the total number of interruptions which have lasted two minutes or less. 7. Describe the procedures for reviewing system capacity, and indicate current and future capacity estimates. 8. Quantify in appropriate units of measure the limits on the information processor's capacity to receive, collect, process, store or display the data elements included within each function. 9. Identify the factors (mechanical, electronic or other) which account for the current limitations on the capacity to receive, collect, process, store or display the data elements included within each function described in section 8 above. 10. Describe the procedures for conducting stress tests. Exhibit H – Outsourcing Where the information processor has outsourced the operation of any aspect of the services listed in Exhibit F to an arms-length third party, including any function related to the collection, consolidation, and dissemination of data, provide the following information: 1. Name and address of person or company to whom the function has been outsourced. 2. A description of the nature and extent of the contractual or other agreement with the information processor, and the roles and responsibilities of the arms-length third party under the arrangement. 3. A copy of each material contract relating to any outsourced function. Exhibit I - Financial Viability 1. Provide a business plan with pro forma financial statements and estimates of revenue. 2. Discuss the financial viability of the information processor in the context of having sufficient f inancial resources to properly perform its functions.
Exhibit J - Fees and Revenue Sharing 1. Provide a complete list of all fees and other charges imposed, or to be imposed, by or on behalf of the information processor for its information services. This would include all fees to provide data and fees to receive the data from the information processor. 2. Where arrangements exists to share revenue from the sale of data disseminated by the information processor with ma rketplaces, in ter-dealer bond brokers and dealers that provide data to the information processor in accordance with National Instrument 21-101, a complete description of the arrangements and the basis for these arrangements. Exhibit K – Reporting to the Information Processor 1. List all persons and entities that provide data to the information processor in accordance with the requirements of National Instrument 21-101. 2. Provide a complete set of all forms, agreements and other materials pertaining to the provision of data to the information processor. 3. A d escription o f any specifications or cr iteria required of marketplaces, inter-dealer bond br okers or dealers who provide s ecurities information to the information processor for collection, processing for distribution or publ ication. Identify those specifications or criteria which limit, are interpreted to limit or have the effect of limiting access to or use of any services provided by the information processor and state the reasons for imposing such specifications or criteria. 4. For each instance during the past year in which any person or entity has been prohibited or limited to provide data b y the information processor, i ndicate the name of each s uch person or entity a nd the reason fo r t he prohibition or limitation. Exhibit L - Access to the Services of the Information Processor 1. A list of all persons and entities who presently subscribe or who have notified the information processor of their intention to subscribe to the services of the information processor. 2. The form of contract governing the terms by which persons may subscribe to the services of an information processor. 3. A description of any specifications or criteria which limit, are interpreted to limit or have the effect of limiting access to or use of any services provided by the information processor and state the reasons for imposing such specifications or criteria. This applies to limits relating to providing information to the information processor and the limits relating to accessing the consolidated feed distributed by the information processor. 4. For each instance during the past year in which any person has been prohibited or limited in respect of access to services offered by the information processor, indicate the name of each such person and the reason for the prohibition or limitation. Exhibit M - Selection of Securities for which Information Must Be Reported to the Information Processor Where the information processor is responsible for making a determination of the data which must be reported, including the securities for which information must be reported in accordance with National Instrument 21-101, describe the manner of selection and communication of these securities. This description should include the following:
1. The criteria used to determine the securities for which information must be reported and the data which must be reported to the information processor. 2. The process f or s election o f t he s ecurities, i ncluding a de scription of t he pa rties consulted i n t he process and the frequency of the selection process. 3. The process to communicate the securities selected and data to be reported to the marketplaces, inter-dealer bond brokers and dealers providing the information as required by National Instrument 21-101. The description should include where this information is located. CERTIFICATE OF INFORMATION PROCESSOR The undersigned certifies that the information given in this report is true and correct. DATED at this day of 20 _____ (Name of information processor ) (Name of director, officer or partner - please type or print) (Signature of director, officer or partner) (Official capacity - please type or print)
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